Jinmei Guo Hellstroem
About Jinmei Guo Hellstroem
Independent director at CIMG Inc. (ticker: IMG), age 51, serving on the Board since 2024; current committee roles include Audit Committee Member, Compensation Committee Member, and Chairperson of the Nominating and Corporate Governance Committee . She previously held senior management roles in China and has been CEO of Trend Interior Trading Co., Ltd. (Sweden) since 2014; she graduated from Bohai University (1997) and brings expertise in marketing, strategic planning, and team development . The Board has affirmatively determined she is independent under SEC and Nasdaq standards and noted all directors attended at least 90% of Board and committee meetings in FY2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dalian Tianfu Hotel | Marketing Director | Jul 1998–Nov 2013 | Senior executive role in integrated marketing |
| Shanghai Diweis Enterprise Development Co., Ltd. | Sales Director | Jul 1998–Nov 2013 | Senior executive role in sales and promotion |
| Group Corporation (large, unspecified) | General Manager | Prior to 2014 | Executive leadership experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Trend Interior Trading Co., Ltd. (Sweden) | Chief Executive Officer | 2014–Present | Private | Executive management; international experience |
Board Governance
- Board size: 5 directors; annual election; CEO serves as Chairperson of the Board .
- Independence: Four of five directors (including Hellstroem) are independent under SEC/Nasdaq rules; Board holds independent director sessions without management .
- Attendance: Board held 6 meetings in FY2024; all directors attended at least 90% of Board and committee meetings; Audit met 4 times; Compensation met 3 times; Nominating acted by unanimous written consent twice (no formal meetings) .
- Committee assignments (current):
- Audit Committee: Member; committee chaired by Changzheng Ye; Hou designated as “audit committee financial expert” .
- Compensation Committee: Member; committee chaired by Zongmei Huang .
- Nominating & Corporate Governance Committee: Chairperson .
- Governance policies: Code of Ethics in place; Insider Trading Policy prohibits hedging/derivatives and pledging for directors and employees; Board and committee charters available on company website .
| Committee | Role | Evidence |
|---|---|---|
| Audit | Member | |
| Compensation | Member | |
| Nominating & Corporate Governance | Chairperson |
RED FLAGS
- Proxy inconsistency: Biography states Hellstroem has been Chairperson of the Compensation Committee since Dec 19, 2024, but the current committee table lists Zongmei Huang as Chair; this discrepancy should be reconciled by the company .
- Compensation Committee composition includes CEO Jianshuang Wang as a member while disclosure claims all committee members are independent and non‑employee directors; this conflicts with disclosure that Ms. Wang is not independent due to her executive role, raising independence concerns for pay oversight .
Fixed Compensation
| Fiscal Year | Cash Retainer ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | $0 | $0 | $0 | $0 | $0 |
| 2023 | $0 | $0 | $0 | $0 | $0 |
- Context: Several directors received modest cash fees in FY2024 (e.g., $3,000–$5,000), while Hellstroem had no compensation due to joining after fiscal year end; prior 2023 restricted stock grants to five independent directors vested after one year, but Hellstroem was not then on the Board .
Performance Compensation
- No director performance-based compensation disclosed for FY2024 (no RSUs/PSUs/options granted to directors) .
- Equity plans: No awards under 2024/2025 plans; a 2026 Equity Incentive Plan (up to 38,000,000 shares) is proposed for approval; compensation clawback policy adopted Jan 20, 2023 applies to incentive-based executive pay upon restatements .
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No public-company directorships or interlocks disclosed for Hellstroem . |
Expertise & Qualifications
- Executive leadership and marketing/strategic planning expertise, with international operating experience (China, Sweden) .
- Not designated as audit committee financial expert (committee identifies Yanli Hou as the expert) .
Equity Ownership
| As of | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Aug 19, 2025 | 0 | 0.0% (base: 36,397,418 shares outstanding) | Directors and officers as a group (7) held 0 shares |
- Hedging/pledging: Prohibited for directors under Insider Trading Policy (alignment safeguard) .
- Ownership guidelines: No director stock ownership guidelines disclosed .
Governance Assessment
- Positives: Independent director; chairs Nominating & Corporate Governance; strong attendance culture; anti‑hedging/pledging policy; committee charters and Code of Ethics disclosed; clawback policy for incentive pay .
- Concerns: Compensation Committee independence is undermined by CEO membership despite disclosures asserting full independence; inconsistency on Compensation Committee chair role should be clarified; zero director share ownership as of Aug 2025 reduces “skin‑in‑the‑game” alignment unless ownership guidelines exist (none disclosed) .
- Dilution risk context: Proposed 2026 Equity Incentive Plan reserves 38,000,000 shares; Board also seeks to increase authorized shares from 200,000,000 to 600,000,000, which may facilitate future equity grants and capital raising but introduces dilution considerations; oversight by the Compensation Committee and Board will be critical .